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the terms and conditions hereof; or (iii) waive Central's default and proceed to <br />Closing. <br />6.2 In the event of a default by the County, the Central shall be entitled, as its <br />sole remedy hereunder, to terminate this Agreement. Central shall have no claim <br />for specific performance, damages or otherwise against the County. <br />7. Closing. <br />7.1 The closing of the transaction contemplated herein ("Closing" and "Closing <br />Date") shall take place within 45 days following the Effective Date of this <br />Agreement. The parties agree that the Closing shall be as follows: <br />(a) Central shall execute and deliver to the County a warranty deed <br />conveying marketable title to the Miami Block, free and clear of all liens and <br />encumbrances and in the condition required by paragraphs 3 and 4 <br />respectively. <br />(b) Central shall have removed all of its personal property and <br />equipment from the Miami Block and shall deliver possession of the Miami <br />Block to County vacant and in the same or better condition that existed at <br />the Effective Date hereof. <br />(c) If Central is obligated to discharge any encumbrances at or prior to <br />Closing and fails to do so, County may use a portion of Purchase Price <br />funds to satisfy the encumbrances. <br />(d) Central shall deliver to the County an affidavit, in form acceptable to <br />the County, certifying that Central is not a non-resident alien or foreign <br />entity, such that Central and such interest holders are not subject to tax <br />under the Foreign Investment and Real Property Tax Act of 1980. <br />(e) Central and the County shall each deliver to the other such other <br />documents or instruments as may reasonably be required to Close this <br />transaction, including any corrective documents. <br />7.2. Closing Costs: Expenses. County shall be responsible for preparation of <br />all Closing documents. County shall pay the following expenses at Closing: <br />(a) The cost of recording the warranty deed and any release or <br />satisfaction obtained by Seller pursuant to this Agreement. <br />(b) Documentary Stamps required to be affixed to the warranty deed. <br />(c) All costs and premiums for the owner's marketability title insurance <br />commitment and policy, if any. <br />(d) Appraisal costs, Engineering costs, land planner costs and all other <br />expert fees and costs incurred by Central of $22,000.00. The costs shall <br />be paid to Associate's attorney. <br />(f) Attorney's fees and costs of $65,529.80 representing 10% of the <br />purchase price. <br />3 <br />171 <br />